Exhibit 99.5
EXECUTION
COPY
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this
“Agreement”), dated as of this 20th day of June, 2004, between
Chelsea Property Group, Inc., a Maryland corporation (the “Company”), and David
C. Bloom (the “Executive”). This Agreement
shall become effective immediately and will govern the terms of the Executive’s
employment as of the closing date (the “Effective Date”) of the agreement and
plan of merger (the “Merger Agreement”) among Simon Property Group, Inc. a
Delaware corporation (“SPG”), Simon Property Group, L.P., a Delaware limited
partnership (“SPG L.P.”), Simon Acquisition I, LLC, a Maryland limited
liability company, and a wholly owned subsidiary of SPG L.P., Simon Acquisition
II, LLC, a Delaware limited liability company, and an indirect wholly owned
subsidiary of SPG L.P., Company, and CPG Partners, L.P., a Delaware limited
partnership, dated as of June 20, 2004;
provided, that this Agreement shall be null and void ab initio upon
any termination of the Merger Agreement in accordance with its terms.
R E C I T A L S:
WHEREAS, following the
transactions provided for in the Merger Agreement (the “Acquisition”), the
Company will be a wholly owned subsidiary of SPG L.P.; and
WHEREAS, the Company
believes that the future growth, profitability and success of the Company’s
business will be enhanced by its employment of the Executive; and
WHEREAS, the Company desires
to employ the Executive and the Executive has indicated his willingness to be
so employed, on the terms and conditions set forth herein.
NOW, THEREFORE, on the basis
of the foregoing premises and in consideration of the mutual covenants and
agreements contained herein, the parties hereto agree as follows:
Section 1. Employment. The Company hereby agrees to employ the
Executive and the Executive hereby accepts employment with the Company, on the
terms and subject to the conditions hereinafter set forth. Subject to the terms and conditions
contained herein, the Executive shall serve as the Chief Executive Officer of the
Company and, in such capacity, shall report directly to the Chief Executive
Officer of SPG and shall have such duties as are typically performed by a Chief
Executive Officer of a corporation, together with such additional duties,
commensurate with the Executive’s position as Chief Executive Officer of the
Company, as may be assigned to the Executive from time to time by the Chief
Executive Officer of SPG. During the
Term (as defined below), the Executive shall also serve as an advisory director
on the Advisory Board of SPG. The
principal location of the Executive’s employment shall be at the Company’s
principal executive offices located in Roseland, New Jersey, although the
Executive understands and agrees that he may be required to travel from time to
time for business reasons.
Section 2. Term. The term of
the Executive’s employment hereunder shall commence on the Effective
Date and shall continue during the period ending on December 31, 2006, unless
sooner terminated pursuant to Section 6 (the “Term”).
Section 3. Compensation. During the Term, the Executive shall be
entitled to the following compensation and benefits:
(a) Salary. The
Company shall pay to the Executive a salary (the “Salary”) of $1 million per
annum with increases, if any, as may be approved in writing by the Board of
Directors. The Salary shall be payable
in accordance with the payroll practices of the Company as the same shall exist
from time to time. In no event shall
the Salary be decreased during the Term.
(b) Transaction Bonus.
Immediately prior to the REIT Effective Time (as defined in the Merger
Agreement), the Company shall pay to the Executive a cash bonus equal to $5
million in consideration of the Executive’s efforts in connection with the
signing of the Merger Agreement and the efforts which will be required to
obtain the approvals and satisfy the conditions to enable the Company to
proceed with the REIT Merger (as defined in the Merger Agreement) as well as in
recognition of the Executive’s voluntary non-participation in the Chelsea
Property Group, Inc. 2002-2006 Long-Term Executive Incentive Plan.
(c) Bonus.
During the Term, the Executive shall be eligible to receive an annual
cash bonus (the “Bonus”), based upon the satisfaction of the performance goals
tied to the Company’s 5-year performance plan (BOD #43 “base case” for target
bonus and “best case” for maximum bonus).
The Executive’s Bonus opportunity shall equal 100% at target to 200% at
maximum of the Executive’s Salary, and shall be payable in accordance with the
practices of the Company, but in no event later than the 90th day
after the end of the calendar year in which the Bonus was earned.
(d) Annuity Purchase.
Immediately prior to the REIT Effective Time, the Company shall purchase
an annuity (the “Annuity”) for a price of $15 million, to be owned by the
Company, with the Executive as primary beneficiary and the Company as
contingent beneficiary, and amounts payable under the Annuity shall be paid to
the Executive or the Company, as the case may be, as provided in Section 6(f)
herein. The Annuity shall provide for
the payment of benefits ratably, in installments (no less frequently than
annual), over a period of ten years.
(e) Benefits.
In addition to the Salary and Bonus, if any, the Executive shall be
entitled to participate in the health, life insurance, pension and other
benefit plans and programs provided to executives of the Company on terms no
less favorable than those available to such executives. The Executive shall also be entitled to 4 weeks
of vacation per calendar year during the Term (with the right to carryover any
unused vacation) and the same number of holidays, sick days and other benefits
as are generally allowed to executives of the Company in accordance with the
Company policy in effect from time to time.
Section 4. Exclusivity. During the Term, the Executive shall devote
his full time to the business of the Company, shall faithfully serve the
Company, shall in all respects conform to and comply with the lawful and
reasonable directions and instructions given to him by the Chief Executive
Officer of SPG in accordance with the terms of this Agreement, shall use his
best efforts to promote and serve the interests of the Company and shall not
engage in any other business activity, whether or not such activity shall be
engaged in for pecuniary profit,
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except that the Executive may (i) participate in the
activities of professional trade organizations related to the business of the
Company and (ii) engage in personal investing activities, provided that
activities set forth in these clauses (i) and (ii), either singly or in the
aggregate, do not interfere in any material respect with the services to be
provided by the Executive hereunder.
Section 5. Reimbursement for Expenses. The Executive is authorized to incur
reasonable expenses in the discharge of the services to be performed hereunder,
including expenses for travel, entertainment, lodging and similar items, in
accordance with the Company’s expense reimbursement policy, as the same may be
modified by the Company’s Board of Directors (the “Board of Directors”) from
time to time. The Company shall
reimburse the Executive for all such proper expenses upon presentation by the
Executive of itemized accounts of such expenditures in accordance with the
financial policy of the Company, as in effect from time to time.
Section
6. Termination.
(a) Death. The
Executive’s employment shall automatically terminate upon his death and, upon
such event, the Executive’s estate shall be entitled to receive the amounts
specified in first sentence of Section 6(f) below.
(b) Disability.
If the Executive is unable to perform the duties required of him under
this Agreement because of illness, incapacity, or physical or mental
disability, the Term shall continue and the Company shall pay all compensation
required to be paid to the Executive hereunder, unless the Executive is unable
to perform the duties required of him under this Agreement for an aggregate of
120 consecutive days or 180 non-consecutive days during any 12-month
period during the term of this Agreement, in which event the Executive’s
employment shall terminate, and upon such termination the Executive shall be
entitled to receive the amounts specified in the first sentence of Section 6(f)
below.
(c) Cause. The
Company may terminate the Executive’s employment at any time, with or without
Cause. In the event of termination
pursuant to this Section 6(c) for Cause, the Company shall deliver to the
Executive written notice setting forth the basis for such termination, which
notice shall specifically set forth the nature of the action constituting
Cause. Termination of the Executive’s
employment hereunder shall be effective upon delivery of such notice of
termination, and upon such termination the Executive shall be entitled to
receive the amounts specified in the first sentence of Section 6(f) below. For purposes of this Agreement, “Cause”
shall mean: (i) the Executive’s willful
misconduct in the performance of the Executive’s duties for the Company, which
shall not have been corrected by the Executive (if able to be corrected) within
thirty (30) days of receipt by the Executive of written notice from the Company
of such willful misconduct; (ii) a material breach of this Agreement by the
Executive, which shall not have been corrected by the Executive (if able to be
corrected) within thirty (30) days of receipt by the Executive of written
notice from the Company of such breach; (iii) any willful misconduct by the
Executive that has the effect of injuring the reputation or financial condition
of the Company or its affiliates in any material respect; (iv) any knowing
violation of a requirement of the Sarbanes-Oxley Act of 2002 or other material
provisions of the federal securities laws; (v) the Executive’s conviction of,
or plea of nolo contendere to, a misdemeanor involving moral turpitude or the
commission of a felony under the laws of the United States or
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any state or political subdivision thereof; or (vi)
the commission by the Executive of an act of fraud or embezzlement against the
Company or any of its affiliates.
(d) Good Reason. The Executive may terminate his employment
for “Good Reason,” but only if the Company receives written notice from the
Executive describing in detail the specific nature of the action constituting
Good Reason, and such action is not corrected by the Company within thirty (30)
days of receipt of such notice (the “Cure Period”). Such notice must be given to the Company within ninety (90) days
of the action allegedly constituting Good Reason. For this purpose, “Good Reason” means the occurrence of any of
the following without the express written consent of the Executive: (i) a
reduction in the Executive’s Salary or bonus opportunity; (ii) a material
reduction in the Executive’s duties or responsibilities; (iii) a relocation of
the Executive’s principal work location by more than 20 miles from the
principal work location immediately prior to the Effective Date; (iv) the
closing of the facility or office (as applicable) that was the Executive’s
principal work location at any time on or after the Effective Date; or (v) a
material breach of this Agreement by the Company; provided, however,
that “Good Reason” shall not include a termination of the Executive’s
employment hereunder pursuant to Sections 6(b) or (c) hereof. The date of termination of the Executive’s
employment under this Section 6(d) shall be the effective date of any
resignation specified in writing by the Executive, which may not be less than
thirty (30) days after receipt by the Company of written notice of such
resignation, provided that such resignation shall not be effective and the
action constituting Good Reason shall be deemed to have been cured if such
action is corrected by the Company during the Cure Period.
(e) Resignation.
The Executive shall have the right to terminate his employment other
than for Good Reason upon sixty (60) days’ prior written notice to the Company,
and upon such termination the Executive shall be entitled to receive the
amounts specified in the first sentence of Section 6(f) below.
(f) Payments.
In the event that the Executive’s employment terminates for any reason
(including expiration of the Term), the Company shall pay to the Executive (or,
in the event of the Executive’s death, to his estate) all amounts accrued but
unpaid hereunder through the date of termination in respect of Salary, Bonus,
unused vacation or unreimbursed expenses, as soon as practicable following the
Executive’s termination of employment.
Upon the earliest to occur of: (i) the Executive’s termination of
employment by the Company without Cause during the Term, (ii) the Executive’s
termination of employment for Good Reason during the Term, or (iii) the
expiration of the Term, in addition to the amounts specified in the foregoing
and immediately following sentences, the Executive shall be entitled to (A)
receive any and all payments under the Annuity beginning in 2007, and the
Company shall take all action necessary and appropriate to transfer or assign
the right to such payments under the Annuity to the Executive and (B) the
continuation of health benefits described in Section 3(c) hereof (subject to
the same contribution rates as in effect immediately prior to the Executive’s
termination of employment); provided that such continuation coverage
shall cease two years from the date of such termination, or if earlier, as of
the date the Executive first becomes eligible to participate in the group
health plan of a new employer. In
addition, in the event such termination of employment is by the Company without
Cause or by the Executive for Good Reason, the Executive shall be entitled to
(x) continuation of Salary for the remainder of the unexpired Term,
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and (y) 3 times the Executive’s Average Bonus,
reduced by an amount equal to any Bonus actually paid to the Executive with
respect to calendar years 2004, 2005 and 2006.
In the event the Executive’s employment is terminated for Cause, the
Executive terminates his employment hereunder without Good Reason, or due to
the Executive’s death or disability (as defined in Section 6(b)), in each case,
prior to December 31, 2006, the Company shall be entitled to any and all
payments due under the Annuity and the Executive’s rights with respect to any
amount due under the Annuity shall be forfeited; provided, that in the
case of termination for disability, if the Executive is able to return to work
at a later date, the Company may elect to transfer to the Executive the right
to receive payments under the Annuity and enforce the provisions of Section
7(a). If, after the commencement of
payments under the Annuity, the Executive violates the provisions of Section
7(a), the Company shall have the right, but not the obligation, to become the
contingent beneficiary under the Annuity and may cause the Executive to forfeit
any remaining payments due under the Annuity.
For purposes of this
Agreement, “Average Bonus” shall mean the average of the annual Bonuses earned
by the Executive, if any, with respect to the 2 calendar years prior to the
year in which the Executive’s termination of employment occurs (which may
include annual bonuses paid to the Executive prior to the date of this
Agreement). For purposes of this
Agreement, the terms “Bonus” and “Average Bonus” shall not include any bonus
earned under the Chelsea Property Group, Inc. 2002-2006 Long-Term Executive
Incentive Plan or the transaction bonus described in Section 3(b).
(g) No Set-Off; No Mitigation. The Company’s obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off for any claim, right
or action that the Company or any of its affiliated companies may have against
the Executive. In no event shall the
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under this Agreement and
such amounts shall not be reduced whether or not the Executive obtains other
employment.
(h) Survival of Operative Sections. Upon any termination of the Executive’s
employment, the provisions of Sections 6(f) and 7 through 17 of this Agreement
shall survive to the extent necessary to give effect to the provisions thereof.
Section 7. Secrecy and Non-Competition.
(a) No Competing Employment. The Executive acknowledges that the agreements and covenants
contained in this Section 7 are essential to protect the value of the Company’s
business and assets and, by his employment with the Company, the Executive has
obtained and will obtain such knowledge, contacts, know-how, training and
experience and there is a substantial probability that such knowledge,
know-how, contacts, training and experience could be used to the substantial
advantage of a competitor of the Company and to the Company’s substantial
detriment. Therefore, the Executive
agrees that for the period commencing on the date of this Agreement and ending
on (i) the second anniversary of the termination of the Executive’s employment
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hereunder for Cause or by the Executive without Good
Reason, or (ii) December 31, 2016, in the event of: (A) the termination of the Executive’s employment hereunder by
the Company without Cause, (B) the termination of the Executive’s employment by
the Executive for Good Reason, (C) the expiration of the Term, or (D) only if
the Company elects to have the Executive receive payments under the Annuity,
the termination of the Executive’s employment by reason of disability, with
respect to any state in which the Company or any of its subsidiaries is engaged
in business during the Term, the Executive shall not participate or engage,
directly or indirectly, for himself or on behalf of or in conjunction with any
person, partnership, corporation or other entity, whether as an employee,
agent, officer, director, shareholder, partner, joint venturer, investor or
otherwise, in the management, operation or acquisition of shopping centers,
including but not limited to, outlet malls.
(b) Nondisclosure of Confidential Information. Except in connection with his employment
hereunder, the Executive shall not disclose to any person or entity or use,
either during the Term or at any time thereafter, any information not in the
public domain or generally known in the industry, in any form, acquired by the
Executive while employed by the Company or any predecessor to the Company’s
business or, if acquired following the Term, such information which, to the
Executive’s knowledge, has been acquired, directly or indirectly, from any
person or entity owing a duty of confidentiality to the Company or any of its
subsidiaries or affiliates, relating to the Company, its subsidiaries or
affiliates, including but not limited to information regarding customers,
vendors, suppliers, trade secrets, training programs, manuals or materials,
technical information, contracts, systems, procedures, mailing lists, know-how,
trade names, improvements, price lists, financial or other data (including the
revenues, costs or profits associated with any of the Company’s products or
services), business plans, code books, invoices and other financial statements,
computer programs, software systems, databases, discs and printouts, plans
(business, technical or otherwise), customer and industry lists,
correspondence, internal reports, personnel files, sales and advertising
material, telephone numbers, names, addresses or any other compilation of
information, written or unwritten, which is or was used in the business of the
Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all such information,
in any form, and copies and extracts thereof, are and shall remain the sole and
exclusive property of the Company, and upon termination of his employment with
the Company, the Executive shall, upon written request of the Company, return
to the Company the originals and all copies of any such information provided to
or acquired by the Executive in connection with the performance of his duties
for the Company, and shall return to the Company all files, correspondence
and/or other communications received, maintained and/or originated by the
Executive during the course of his employment.
(c) No Interference.
For the period commencing on the Effective Date and ending on the second
anniversary of the termination of the Executive’s employment hereunder for any
reason, the Executive shall not, whether for his own account or for the account
of any other individual, partnership, firm, corporation or other business
organization (other than the Company), directly or indirectly solicit, endeavor
to entice away from the Company or its subsidiaries, or otherwise directly
interfere with the relationship of the Company or its subsidiaries with any
person who, to the knowledge of the Executive, is employed by or otherwise
engaged to perform services for the Company or its subsidiaries, or who is, or
was within the then most recent twelve-month period, a customer or client, of
the Company, its predecessors or any of its subsidiaries. The placement of any general classified or
“help wanted” advertisements and/or general solicitations to the public at
large shall not constitute a violation of this Section 7(c) unless the
Executive’s name is contained in such advertisements or solicitations.
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(d) Work Product/Business Opportunities.
(i) The Executive acknowledges that all ideas, discoveries,
programs, systems, methods, interfaces, protocols, databases, creations,
artwork, articles, programming, processes, designs, inventions or improvements,
including without limitation any contribution by the Executive to published
works, whether or not capable of being patented or copyrighted, conceived by
the Executive while employed by the Company, whether or not during regular
working hours, provided that they are either related in some manner to the
business (present and contemplated) of the Company or are conceived or made on
the time of the Company or with the use of the Company’s facilities or
materials (the “Work Product”), was produced or prepared or will be produced or
prepared within the scope of the Executive’s employment by the Company.
(ii) The Executive agrees that all Work Product, all
derivatives thereof, and the Executive’s contributions thereto shall be
considered “works made for hire” as contemplated in the U.S. Copyright Act, as
amended. If any portion of the Work
Product is not ruled to be a “work made for hire,” the Executive hereby assigns
and transfers all right, title and interest in and to such Work Product,
including, without limitation, the right to use same in any and all versions of
the Work Product and in any other works in any media published or licensed by
the Company and the right to recover for past or future infringements thereof,
to the Company and its successors and assigns, absolutely and forever. The
Executive further acknowledges that, unless the Company otherwise agrees in
writing, the Executive shall have no personal interest in or right to use the
Work Product.
(iii) The Executive shall deliver promptly to the Company upon
termination of his employment by the Company or at any other time the Company
may so request, all memoranda, notes, documentation, equipment, files,
flowcharts, program listings, data listings, records, reports and other
tangible manifestations of Work Product (and all copies thereof), that he may
then possess or have under his control.
(iv) During the Term, and for the period of 1 year thereafter,
the Executive shall, unless the Company otherwise agrees in writing, and
without additional compensation: (A)
promptly disclose to the Company all Work Product and business opportunities
related to the present or contemplated business of the Company (“Business
Opportunities”); (B) assign to the Company, upon request, the entire rights to
all Work Product and Business Opportunities; (C) give testimony in support of
his inventorship or creation in any appropriate case; and (D) execute such
other documents and take such other action as the Company may request to
protect the rights of the Company in any such Work Product and Business
Opportunities, including without limitation, such patent, trademark and
copyright applications as may be necessary or desirable in the sole discretion
of the Company to obtain, maintain, protect or vest in the Company the entire
right, title and interest in and to the Work Product.
Section 8. Injunctive Relief. Without intending to limit the remedies
available to the Company, the Executive acknowledges that a breach of any of
the covenants contained in Section 7 hereof may result in material irreparable
injury to the Company or its subsidiaries or affiliates for which there would
be no adequate remedy at law, that it would not be possible to measure damages
for such injuries precisely and that, in the event of such a breach or threat
thereof, the Company shall be entitled to obtain a temporary restraining order
and/or a
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preliminary or permanent injunction, without the
necessity of proving irreparable harm or injury as a result of such breach or
threatened breach of Section 7 hereof, restraining the Executive from engaging
in activities prohibited by Section 7 hereof and providing other relief as may
be required specifically to enforce any of the covenants in Section 7 hereof.
Section 9. Extension of Restricted Period. In addition to the remedies the Company may
seek and obtain pursuant to Section 8 of this Agreement, the period during
which the Executive is bound by the restrictive covenants in Section 7 shall be
extended by any and all periods during which the Executive shall be found by a
court to have been in violation of any such covenants.
Section 10. Representations and Warranties
of the Executive and the Company.
The Executive and the Company represent and warrant to the other as
follows:
(a) This Agreement, upon execution and delivery by the
Executive and the Company will be the valid and binding obligation of the
Executive and the Company enforceable by each party against the other in
accordance with its terms.
(b) The Executive hereby elects, pursuant to Section 1.08(c)
of the Merger Agreement, to receive cash at the REIT Effective Time, for each
Company Option (as defined in the Merger Agreement) held by the Executive in an
amount determined pursuant to Section 1.08(c) of the Merger Agreement.
(c) Neither the execution and delivery of this Agreement nor
the performance of this Agreement in accordance with its terms and conditions
by the Executive or the Company will (i) require the approval or consent of any
governmental body or of any other person or (ii) conflict with or result in any
breach or violation of, or constitute (or with notice or lapse of time or both
would constitute) a default under, any agreement, instrument, judgment, decree,
order, statute, rule, permit or governmental regulation applicable to the
Executive or the Company. Without
limiting the generality of the foregoing, the Executive is not a party to any
non-competition, non-solicitation, no-hire or similar agreement that
restricts in any way the Executive’s ability to engage in any business or to
solicit or hire the employees of any person.
The representations and
warranties of the Executive and the Company contained in this Section 10 shall
survive the execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby.
Section 11. Successors and Assigns; No
Third-Party Beneficiaries. This
Agreement shall inure to the benefit of, and be binding upon, the successors
and assigns of each of the parties, including, but not limited to, the
Executive’s heirs and the personal representatives of the Executive’s estate; provided,
however, that neither party shall assign or delegate any of the
obligations created under this Agreement without the prior written consent of
the other party. Notwithstanding the
foregoing, the Company shall have the unrestricted right to assign this
Agreement and to delegate all or any part of its obligations hereunder to any
of its subsidiaries or affiliates, but in such event such assignee shall
expressly assume all obligations of the Company hereunder and the Company shall
remain fully liable for the performance of all of such obligations in the
manner prescribed in this Agreement.
Nothing in this Agreement shall confer
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upon any person or entity not a party to this
Agreement, or the legal representatives of such person or entity, any rights or
remedies of any nature or kind whatsoever under or by reason of this Agreement.
Section 12. Taxes. All payments due to the Executive under this
Agreement shall be net of required withholding for all federal, state, local
and foreign tax obligations.
Section 13. Waiver and Amendments. Any waiver, alteration, amendment or
modification of any of the terms of this Agreement shall be valid only if made
in writing and signed by the parties hereto; provided, however,
that any such waiver, alteration, amendment or modification is consented to on
the Company’s behalf by the Board of Directors. No waiver by either of the parties hereto of its rights hereunder
shall be deemed to constitute a waiver with respect to any subsequent
occurrences or transactions hereunder unless such waiver specifically states
that it is to be construed as a continuing waiver.
Section 14. Severability and Governing Law. The Executive acknowledges and agrees that
the covenants set forth in Section 7 hereof are reasonable and valid in
geographical and temporal scope and in all other respects. If any of such covenants or such other
provisions of this Agreement are found to be invalid or unenforceable by a
final determination of a court of competent jurisdiction (a) the remaining
terms and provisions hereof shall be unimpaired and (b) the invalid or
unenforceable term or provision shall be deemed replaced by a term or provision
that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
Section 15. Notices.
(a) All communications under this Agreement shall be in
writing and shall be delivered by hand, facsimile or mailed by overnight
courier or by registered or certified mail, postage prepaid:
(i) if to the Executive, at 103 Eisenhower Parkway, Roseland,
New Jersey 07068, or at such other address as the Executive may have furnished
the Company in writing,
(ii) if to the Company, at 103 Eisenhower Parkway, Roseland,
New Jersey 07068, marked for the attention of the Board of Directors, or at
such other address as it may have furnished in writing to the Executive.
(b) Any notice so addressed shall be deemed to be given: if delivered by hand or facsimile, on the
date of such delivery; if mailed by courier, on the first business day
following the date of such mailing; and if mailed by registered or certified
mail, on the third business day after the date of such mailing.
Section 16. Section Headings. The headings of the sections and subsections
of this Agreement are inserted for convenience only and shall not be deemed to
constitute a part
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thereof, or affect the meaning or interpretation of
this Agreement or of any term or provision hereof.
Section 17. Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the parties hereto regarding the employment of
the Executive. This Agreement
supersedes all prior negotiations, discussions, correspondence, communications,
understandings and agreements between the parties relating to the subject
matter of this Agreement.
Notwithstanding the foregoing, nothing in this Agreement shall reduce or
diminish the Executive’s rights, if any, under the Chelsea Property Group, Inc.
2002-2006 Long-Term Executive Incentive Plan, any employee benefit plan (within
the meaning of Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended) or any stock option or stock purchase plan of the Company.
Section 18. Counterparts. This Agreement may be executed in one or
more counterparts (including by facsimile), each of which shall be deemed an
original and all of which together shall be considered one and the same
instrument.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
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CHELSEA
PROPERTY GROUP, INC.
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By:
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/s/
Michael J. Clarke
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Name:
Michael J. Clarke
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Title:
Chief Financial Officer
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/s/
David C. Bloom
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David
C. Bloom
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